This post may contain affiliate links. Please read our disclosure policy.

Deliciously gooey 5-minute Caramel Marshmallow Popcorn is simple, quick, and perfect for parties and holidays!

This gooey Caramel Marshmallow Popcorn takes minutes to make and is a delicious treat for any holiday, party, or movie night. Similar to Rice Krispie Treats and filled with simple ingredients, we have a feeling you’ll love this popcorn as much as we do!

Deliciously gooey 5-minute Caramel Marshmallow Popcorn is simple, quick, and perfect for parties and holidays!

marshmallow Popcorn goodness

Do you like Marshmallows? And do you like Popcorn? How about Caramel?

If you love all 3, then you’ll love today’s recipe for Caramel Marshmallow Popcorn. Believe us when we say that it is beyond addicting!

Turn this treat into Marshmallow Popcorn Balls and the kids will go crazy!

It is so easy to make and takes only 5 minutes. The best part is it’s so gooey good. If you’re looking for a great treat for parties and get-togethers – this is it! Or even a family movie night. We promise it will be a hit!

Popped kernels ready for making caramel marshmallow popcorn.

How to Make Marshmallow Popcorn

Caramel Marshmallow Popcorn takes just minutes to make!

POPCORN. Pop the popcorn and place it in a large bowl, remove unpopped kernels. Set aside.

CARAMEL. Melt the unsalted butter in a medium saucepan on medium heat. Add brown sugar and corn syrup until well blended. Add marshmallows and stir continuously on low heat until all melted.

COMBINE. Pour marshmallow mixture over popcorn and mix well. Spread popcorn on parchment paper or put it on a greased baking sheet and let set.

Gooey Caramel marshmallow popcorn on baking sheet lined with parchment paper.

Recipe Tips

Amount in one bag of popcorn. One 3.28 oz bag of popcorn contains 5 tablespoons of un-popped kernels or about 11 cups of popped corn. There are 3 ways to get popcorn for this recipe:

  1. Buy 11 cups of plain pre-popped popcorn.
  2. Pop 5 tablespoons of your own kernels.
  3. Pop a bag of plain microwave popcorn. 

Marshmallows. Substitute large marshmallows for mini marshmallows with a 1:10 ratio. For this recipe use 200 mini marshmallows or about 3 cups. Either way, remember old marshmallows won’t melt well.

Corn syrup substitute. There are a few options though they may alter the taste, but not by much. Substitute a 1:1 ratio of maple syrup or honey. In the UK the closest substitute is “Golden Syrup”.

  • Make your own simple syrup: In a saucepan mix ¼ cup of water with 1 cup of granulated sugar. Simmer until the sugar has melted and makes a syrup. 

Popcorn. Use any flavor of popcorn, but I prefer plain popcorn for this recipe. Kettle corn, salted popcorn, or lightly buttered popcorn work as well.

Don’t add extra popcorn or there won’t be enough caramel to hold them together. However, if you don’t add enough popcorn, the caramel will “melt” and it won’t hold its shape. 

Easy cleanup. Grease your hands with cooking spray before forming the balls to prevent sticking. 

Toppings. This popcorn really speaks for itself, but it can be fun to mix in a few colored sprinkles, little candies, chopped nuts, or mini chocolate chips. Do not add too many extras or the ratios will be off and the popcorn ball won’t stick together. 

Close up of a red bowl filled with caramel marshmallow popcorn.

Storing Info

STORE all Marshmallow Popcorn together in an airtight container or wrap individual balls tightly with plastic wrap. The popcorn should last for 7-10 days at room temperature. 

For more popcorn recipes:

4.98 from 72 votes

Caramel Marshmallow Popcorn Recipe

Deliciously gooey 5-minute Caramel Marshmallow Popcorn is simple, quick, and perfect for parties and holidays!
Servings: 8
Prep: 5 minutes
Cook: 5 minutes
Rest Time: 10 minutes
Total: 20 minutes

Video

Ingredients 

  • 1 (3.2-ounce) bag plain microwave popcorn
  • ½ cup unsalted butter
  • 1 cup packed light brown sugar
  • 1 tablespoon light corn syrup
  • 20 large marshmallows or 3 cups mini marshmallows

Instructions 

  • Pop popcorn and place in a large bowl, removing any un-popped kernels.
  • Melt butter in a medium saucepan over medium-low heat. Add brown sugar and corn syrup and cook, stirring, until well blended. Add marshmallows and stir continuously until all melted, about 5 minutes.
  • Pour mixture over popcorn and mix well. Spread popcorn out on parchment paper or a greased baking sheet and let sit for about 10 minutes to set up.
Save This Recipe!
Just enter your email and get it sent to your inbox! Plus you’ll get new recipes from us every week!

Notes

Choose Your Favorite Popcorn: One 3.28-ounce bag of microwave popcorn contains 5 tablespoons of un-popped kernels, which makes 10–11 cups of popped popcorn. So for this recipe, you can buy 11 cups of plain pre-popped popcorn, pop 5 tablespoons of your own kernels, or pop 1 bag of plain microwave popcorn.

Nutrition

Serving: 1cup, Calories: 270kcal, Carbohydrates: 43g, Protein: 0.5g, Fat: 12g, Saturated Fat: 7g, Polyunsaturated Fat: 0.4g, Monounsaturated Fat: 3g, Trans Fat: 0.5g, Cholesterol: 31mg, Sodium: 26mg, Potassium: 41mg, Fiber: 0.03g, Sugar: 39g, Vitamin A: 355IU, Calcium: 27mg, Iron: 0.2mg

Nutrition information is automatically calculated, so should only be used as an approximation.

Recipe adapted from Raining Hot Coupons.

About Kristyn

Kristyn Merkley is a published cookbook author, wife, mom of six, and major food enthusiast! For the past 15 years, she has been sharing foolproof, family-friendly recipes—each one tested in her kitchen—that anyone can master. As a seasoned recipe creator, she loves making cooking simple, stress-free, and totally doable for everyone!

Get my cookbook!

My cookbook is the ultimate resource for feeding your friends and family with 200+ simple recipes with videos, tips & more!

4.98 from 72 votes (45 ratings without comment)

Leave a comment

Your email address will not be published. Required fields are marked *

Recipe Rating




90 Comments

  1. Brenda says:

    5 stars
    Your caramel marshmallow recipe is fabulous! I made this recipe into popcorn balls for Halloween last year. They were a hit. I’ve been asked to make them again this year.
    So thank you!!!!
    Happy Halloween

    1. Lil' Luna Team says:

      I love hearing that the recipe was so well liked that it’s been requested!

  2. Mary says:

    I usually make Rice Krispie treats in the microwave to melt the butter and sugar. Any reason why this couldn’t be done in the microwave as well since it makes clean up easier?

    1. Lil'Luna Team says:

      You could try it in the microwave!

  3. Tamara Reed says:

    5

  4. Linda Fewkes says:

    My grandkids will love this thanks, I need to make this soon.

  5. Shanna Parker says:

    4 stars
    The taste was amazing but the caramel popcorn ended up crystal-ly. Did I over cook it or under cook?

  6. Cristy says:

    5 stars
    I love this recipe. It’s delicious and the perfect soft texture!

  7. Jamiee says:

    5 stars
    This is one of my most FAVORITE treats!!!!!

  8. Jane says:

    5 stars
    Super easy and made with ingredients already in the pantry and oh so good and gooey !!! 🙂

  9. Walter Magazi says:

    Interesting recipe. I see you want the syrup done in an oven, have I read well?

    1. Lil'Luna Team says:

      The caramel marshmallow mixture from this recipe is actually made in a saucepan over the stove. 🙂

  10. Mark says:

    Love love this it is so awesomely yummy good

    1. Lil'Luna Team says:

      Thank you! I’m so glad you enjoyed the popcorn!

      1. Steve S says:

        I’ve made a similar recipe for years without the syrup. I usually melt the butter and brown sugar and marshmallows in a large Pyrex measuring cup in the microwave. you have to watch it and stir occassionally. it caramelizes and turns slightly darker. so ha e the popcorn ready, when the caramel is done pour over the popcorn carefully stir it together and let it cool. after that enjoy the sugar coma 😀

  11. Linda Schoenecker says:

    5 stars
    Just made it. Turned out yummy & gooey !
    Thanks. So quick & easy.

    1. Kristyn Merkley says:

      Happy you tried it! Thank you for making it & for letting me know!

  12. Chelsey Butcher says:

    5 stars
    My favorite recipe so far!! It’s so ooey gooey delicious! I usually double the recipe cause it goes so fast!

    1. Chelsey Butcher says:

      5 stars
      My favorite recipe so far!! It’s so ooey gooey delicious! I usually double the recipe cause it goes so fast!

  13. Terri Hermes says:

    5 stars
    I made this recipe, and forgot the karo syrup. However it was excellent without the syrup. What is the purpose of the syrup?
    Such a good caramel popcorn ball!!!! Thank you for sharing!

    1. Kristyn Merkley says:

      Glad to hear that. It helps make it sweet & stick, but good to know it still works out without it!

    2. Cindy Curtis says:

      Oh my gosh I can not wait to make this.

      1. Lil'Luna Team says:

        Hope you enjoy!!

  14. Pamela Patterson says:

    Hi Kristyn, could I use marshmallow fluff? If so any idea how much? This looks sooo yummy, going to make & give as gifts for Christmas. Thank you! Have a wonderful holiday season!

    1. Kristyn Merkley says:

      I haven’t tried, but I am sure that would work 🙂

  15. Amy B says:

    4 stars
    I used 1/2 unpopped kernels in my air popper and added a tablespoon of kosher salt, but I love the caramel and marshmallows together!

  16. Laura says:

    5 stars
    Hi Kristyn, thank you for the free ebook!! I love the recipes you INCLUDED. Just wanted to mention your opening paragraph about your family said 5 KIDs but there are 6 pictured.

    1. Kristyn Merkley says:

      I am so glad you like it! Not sure what paragraph it is, but it could have been written when I had 5 kids, but I am always updating our picture 🙂

  17. Belinda says:

    5 stars
    Subbed corn syrup for honey! Came out great!

    1. Kristyn Merkley says:

      Great substitution!! Thanks for sharing that!

  18. Erica Barlow says:

    5 stars
    We make this for almost every movie night! Stays so yummy and gooey to eat the next day if you even have any leftover to eat.

    1. Kristyn Merkley says:

      We love it for movie night! Glad you do, too! Thank you!

  19. wheelshappyunblocked.com says:

    5 stars
    Can’t wait to try thanks for recipe.

    1. Kristyn Merkley says:

      You are welcome! Enjoy!

  20. Jessica says:

    5 stars
    This is absolutely delicious!!!

    1. Kristyn Merkley says:

      I am glad you think so! We love it, too! Thank you 🙂

  21. michelle says:

    5 stars
    delightfully delishes

    1. Kristyn Merkley says:

      Thank you so much!! I am glad you think so 🙂

  22. Kichele says:

    How long stay cruncH
    I walng to sell and Want to know Is stay hood clf daYs.

  23. Caroline says:

    Wow! Looks amazing! – Melt butter in a medium pot on the oven? I believe you meant stove. Thank you for sharing!

    1. Kristyn Merkley says:

      Haha..yes 🙂 Thanks!

  24. Sherryl says:

    How much is one bag for the marshmallow popcorn?
    Can you tell me how much in cups?

    1. Kristyn Merkley says:

      A bag of un-popped popcorn is close to 3 ounces (around that). I’m not quite sure how much it is, popped.

    2. DM says:

      13 cups popped popcorn

    3. Louise Hart says:

      5 stars
      Delish!

  25. Micha says:

    5 stars
    On the oven?

    1. Kristyn Merkley says:

      Mixing the other ingredients? Yes, all on the oven, to melt all together & get so creamy, smooth 🙂

      1. Micha says:

        I was thinking that was a typo. Typically it’d be on the stove or in the oven. If it’s in the oven what temperature?

      2. Kristyn Merkley says:

        Oops…it is the stove, I am not sure what I was thinking. In my mind I was thinking they were the same 🙂 LOL!!

  26. Rebecca Tutt says:

    5 stars
    I halved the ‘sauce’, added pretzels, m&ms, walnuts and pecans. We didn’t miss the extra sugar… Although I can imagine with the full serving it would be absolutly divine!

    1. Kristyn Merkley says:

      That sounds perfect!! Thank you for sharing! I will have to try 🙂

  27. Marlene says:

    What size of bag of popcorn. Do you pop the whole thing. Can you tell me approximately how many cups of popcorn?

    1. Kristyn Merkley says:

      I can’t remember the ounces, but it’s just a normal size bag & yes, I pop the whole thing 🙂 Hope that helps 🙂

  28. Geoff says:

    Would this work with canola oil or any other oil besides butter or coconut oil?

    1. Lil' Luna says:

      I haven’t tried. It should be ok. I’m sorry, I don’t know for sure. I guess there’s one way to find out 🙂

  29. Funsize wife says:

    5 stars
    If there are leftovers, how are they stored?

    1. Lil' Luna says:

      I would store it in an air tight container or even a bag should be ok. It is sticky, so a container might be better. Enjoy!

  30. Catia software says:

    5 stars
    This looks sooooo good!

    1. Lil' Luna says:

      It is!! We love it!! Hope you’ll try it!

  31. lisa says:

    Looks yummy, but I wish you would be more clear about the popcorn. Is it a bought bag of popped corn? an unpopped bag of microwave popcorn? a bag of unpopped kernels? I am taking this to mean a bag of microwave popcorn, but I see how it can cause confusion. 🙂 Just a suggestion! 🙂

    1. Lil' Luna says:

      It can be a bought bag or a pooped bag of microwave popcorn..it’s whatever you like, as long as it’s popped 🙂

  32. wanda says:

    Can you use puff corn instead of popcorn?

    1. Lil' Luna says:

      I haven’t tried, but I’m sure you could. It wouldn’t be quite the same, but I think it’d be fine. Let me know if you give it a try! Thank you!

      1. wanda says:

        Well I used the puff corn and it is really good!!! The sweet and salty go together real good.

      2. Lil' Luna says:

        Thank you so much for letting me know! I’m so glad it turned out!

  33. Diane says:

    Can you use hulless popcorn?

    1. Lil' Luna says:

      Of course 🙂 Hope you enjoy as much as we do!!

  34. Regina says:

    Be nice if you would put how many carbs,calories. Looks good thou

    1. Lil' Luna says:

      I’m sorry I don’t have that info. I’d have to look at each ingredient to get a count. It sure is good though! Thanks so much!

    2. Dee says:

      If you are making something with butter, brown sugar, marshmallows and syrup I think the calories and carbs and fat are a mute point??? Making this this weekend it looks incredible. Thank you!

      1. Kristyn Merkley says:

        LOL!! Enjoy!!

  35. Angela says:

    5 stars
    I stumbled across this and just happened to have the ingredients on hand, so My daughter and I made it. So delicious and sticky because I couldn’t wait for it to set.

  36. Kay says:

    5 stars
    This looks amazing! I want to make it but..I don’t really want to use corn syrup…is there anything else I can sub it for? D: I want some of this so badddd lol

    1. Lil' Luna says:

      I’ve always made it with corn syrup, but this may help. 😉

      1. Kay says:

        5 stars
        Oh wow Thank you!! :]

      2. Lil' Luna says:

        You’re welcome! 😀

    2. Terri says:

      I use pancake syrup!

  37. Jodi says:

    I am so glad that you had fun with Alexandra Lily and that is cool that Gavin does t-ball

  38. Josalyn Brown says:

    I mad this is weekend a d think I messed something up…. My Carmel poppopcorn ended up hard as a rock! Did I maybe heat the sugar mix too long? I love yourrecipies BTW! I’ve tried a few of them! My favorite so far is your glazed lemon zuchinni bread! Delicious!

  39. Tracy carpenter says:

    How many mini-marshmellows would I use?

    1. liz says:

      I’m interested in the number of mini marshmellows too! That is what I always have on hand 🙂

      1. Lil' Luna says:

        I’d say it’s just under half a bag of mini marshmallows. 😉

  40. candice says:

    Looks scrumptious! Can you tell me what size of bag of popcorn you used and better yet, how many cups of popped popcorn (instead of using microwave popcorn) it would equal? Thanks.

    1. Lil' Luna says:

      I used a regular bag of popcorn which seemed to make about 3 – 3.5 cups of popcorn. 🙂

  41. Kiki Parr says:

    Lily has an ADORABLE smile!! And that caramel popcorn looks delicious, too. I HAVE to try this someday!! (If I remember)

  42. Lil' Luna says:

    I just used the regular size bag of unpopped popcorn. I don’t have one in front of me, to know the ounces. Sorry. And, it was just the microwave kind. I hope that helps!

  43. Anita says:

    Sounds delicious. Would this work on homemade Chex snack mix ? Cereal, nuts, and pretzels. Would it make the mixture soggy? What do you think?